Unassociated Document


    Exhibit
      10.1 

     

    
      	
              

            
	 
	
                          
                Collexis US, Inc

            
	
                           1201 Main Street, Suite 980

            
	
                           Columbia, SC 29201

            
	
                           USA

            
	 
	
                           (803) 727-1113 Main

            
	
                           (803) 727- 1118 Fax

            
	 
	
                           www.collexis.com

            


    

    


    Separation and Settlement Agreement

    


    This Separation and Settlement Agreement (the
      “Agreement”) is effective as of June 30, 2008 (the “Separation Date”), by and
      among:

    


    
      	
              1.

            	
              Collexis
                Holdings, Inc.,
                with its main office being 1201 Main Street, Suite 980, Columbia,
                SC USA,
                hereby legally represented by its CEO William D. Kirkland (“CHI”);
                

            


    

    


    
      	
              2.

            	
              Collexis
                B.V.,
                a
                private company with limited liability under the laws of The Netherlands,
                with its registered office in Woubrugge, The Netherlands, and principal
                place of business in The Netherlands (4191 NW) Geldermalsen, at the
                Oudenhof 2f (“Collexis BV)(CHI is the sole shareholder of Collexis
                B.V.)(

            


    

    


    For
      purposes of this agreement, CHI and Collexis BV, together, will be referred
      to
      as “Collexis”); 

    


    and
      

    


    
      	
              3.

            	
              Peter
                van Praag,
                a
                citizen and resident of The Netherlands (hereafter referred to
                as “Employee”),
                residing at Waardenburg (the Netherlands), Heuvelstraat 1 (4181
                PT);

            


    

    


    
      	
              4.

            	
              Van
                Praag Informatisering B.V.,
                residing in Heuvelstraat 1, 4181 PT Waardenburg, The Netherlands
                (“Praag’s
                Company”); and

            


    

    


    
      	
              5.

            	
              Anna
                Adriana Wilhelmina Prinse,
                a
                citizen and resident of The Netherlands (hereafter referred to
                as “Prinse”),
                residing at Waardenburg (the Netherlands), Heuvelstraat 1 (4181 PT).
                Each
                of Employee, Prinse, Praag’s Company and Collexis may also be referred to
                hereinafter in the singualar as the “Party” and together as the
                “Parties.”

            


    

     

    
      

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    WHEREAS:

     

    
      	
              1.

            	
              Employee
                has been employed by Collexis B.V. since the year 2000. Collexis
                B.V. and
                Employee entered into that certain labor contract having an effective
                date
                of January 1, 2007 and continuing for a period of thirty-six months
                from
                that date (the “Employment Agreement”). Pursuant to the terms of the
                Employment Agreement, as of the Separation Date, the current position
                of
                the Employee is CEO of Collexis B.V annex CEO Collexis Europe (“BV CEO”).
                The monthly gross salary of Employee amounts to €15.000, 00 excl. holiday
                pay, based on a 40-hour work week. As part of the overall compensation
                package offered to Employee, certain rights were granted to Praag’s
                Company pursuant to that certain agreement entitled “Collexis Option
                Agreement Model,” dated as of the 4th
                day of April 2007, which agreement has been assumed by CHI (the “Stock
                Option Agreement”)

            


    

    


    
      	
              2.

            	
              As
                of the Separation Date hereof, Employee serves as a member of the
                Board of
                Directors of CHI (the “CHI Board Member”). Finally, Praag’s Company serves
                as managing director of Collexis B.V. (the “BV
                Director”).

            


    

    


    
      	
              3.

            	
              During
                the month of October 2007, a reorganization began during which time
                Collexis B.V. informed the Employee that his position will change.
                Both
                Collexis and Employee have put in significant effort to find a suitable
                solution within the organization for these changing responsibilities,
                but
                have been unable to locate an alternative suitable position within
                Collexis B.V. or Collexis Holdings, Inc. The Parties would like to
                stress
                that according to their opinion, neither Party is guilty in this
                situation, there is no urgent cause and the Separation (as defined
                below)
                is mutual, with no dispute.

            


    

    


    
      	
              4.

            	
              On
                or about the 28th
                day of June 2008, Prinse agreed to sell (the “Prinse Stock Sale”) to CHI
                the entirety of her ownership interest in Collexis B.V. pursuant
                to that
                certain Share Purchase Agreement entered by among CHI, Collexis B.V.
                and
                Prinse (the “Prinse Stock Purchase Agreement”). However, while it resulted
                in the full and complete termination of all of her ownership interest
                in
                Collexis B.V., the Prinse Stock Purchase Agreement did not result
                in the
                termination of any Claims (as defined below) Prinse has or may have
                against all or any one of the Collexis Released Parties. Inasmuch
                as the
                Parties desire to have this Agreement result in a settlement of all
                such
                Claims, Prinse has agreed to join as a party as an inducement to
                Collexis
                to enter into this Agreement. 

            


    

    


    HAVE
      AGREED TO THE FOLLOWING:

    


    
      	
              1.

            	
              Separation.
                The Employment Agreement, along with any and all agreements, policies
                and
                other terms and conditions relating to the employment of Employee
                described thereunder and employment relationship created thereby
                (other
                than the Stock Option Agreement and Sections 15, 17 and 18 of that
                certain
                related agreement entitled “Employment Contract: General Provisions,”
                which in each case shall survive) between Collexis B.V. and Employee
                shall
                terminate (the “Separation”) on the Separation Date, and be of no further
                force and effect thereafter. 

            


    

    


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    


    
      	
              2.

            	
              Resignations.
                As of the Separation Date, Employee hereby tenders his resignation
                as the
                BV CEO, CHI Board Member and from any and all other positions and
                in any
                other capacity whatsoever for and on behalf of CHI, Collexis, B.V.
                and
                each affiliate thereof. Praag’s Company hereby tenders its resignation as
                of the Separation Date, as the BV Director and from any and all other
                positions and in any other capacity for and on behalf of CHI, Collexis,
                B.V. and each affiliate thereof (Together, the resignation referenced
                hereunder by Employee and Praag’s Company shall be referred to
                collectively as the “Resignations.”). The Resignations are hereby accepted
                by Collexis.

            


    

    


    
      	
              3.

            	
              Severance.
                As consideration for Employee, Prinse and Praag’s Company entering into
                and abiding by the terms of this Agreement, CHI is willing to pay
                the
                Employee a gross severance pay of € 7,500 per month for a period of 8
                consecutive calendar months starting July 2008 in the context of
                the
                termination of the employment as a contribution to any loss of income
                in
                the future (the “Severance Pay”). It is the Employee’s obligation to pay
                all appropriate taxes and other necessary amounts to the Dutch government
                from such payments. The severance pay will be paid on the last day
                of each
                month by CHI, less any bank charges, to an account designated by
                Employee.

            


    

    


    
      	
              4.

            	
              Amendment
                to Stock Option Agreement.
                Each of CHI and Praag’s Company hereby agrees that the Stock Option
                Agreement is hereby amended as
                follows:

            


    

    


    Sections
      5 & 6 of the Stock Option Agreement, along with Schedule 1, entitled
“Vesting Schedule” is hereby deleted in its entirety, and in lieu thereof,
      Section 6 shall read as follows: The Option to purchase the Option Shares is
      fully vested and may be exercised over the next two years starting 1 August
      2008; provided,
      however,
      that
      Praag’s Company and Employee agree to sell no more than 75,000 purchased Option
      Shares in any one calendar month; provided,
      further,
      that
      any such sale is not in violation of any securities laws of the United States
      of
      America. 

    


    
      	 	
              CHI
                will update the Employee’s account with E*Trade to reflect the 1 million
                vested options and activate the account for trading as soon as possible
                from the date of signing this agreement.


            


    

    


    
      	
              5.

            	
              Lock
                Up Agreement.
                Upon and coincident with the execution of this Agreement, Employee
                and
                Praag’s Company shall enter into CHI’s usual and customary lock up
                agreement, pursuant to which its shares of CHI common stock is restricted
                from transfer for a period of twelve months from the Separation Date.
                

            


    

    


    
      	
              6.

            	
              Accrued
                Holiday Balance.
                Employee is expected to have taken all outstanding holidays. Employee’s
                accrued holiday balance will be zero per Separation Date and he will
                not
                be paid for any outstanding or remaining holidays.
                

            


    

    


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    


    
      	
              7.

            	
              Return
                of Collexis’ Property.
                Each of the Employee Released Parties (as defined below) is expected
                to
                return to CHI all of the property owned by or in or to which rights
                are
                held by Collexis or any affiliate thereof, including, without limitation,
                credit cards, software and any books or records of the CHI or Collexis
                B.V. The Employee may retain his Collexis B.V.-provided computer
                and cell
                phone, but may not retain computer software, whether on such devices
                or
                otherwise, that is licensed to or owned by Collexis or any affiliate
                thereof. 

            


    

    


    
      	
              8.

            	
              Consultation.
                Information to the UWV
                (Employee
                Insurance Administration Agency) and/or the CWI
                (Organization
                for Work and Income) in connection with an application for unemployment
                benefits will only be given after consultation between the
                Parties.

            


    

    


    
      	
              9.

            	
              Confidentiality
                and Disclosure.
                The Parties will observe confidentiality in respect of the content
                of this
                settlement and will not submit it to any third parties, unless it
                must be
                submitted to the UWV
                (Employee
                Insurance Administration Agency) and/or the CWI
                (Organisation
                for Work and Income) in connection with an application for unemployment
                benefits. In particular, the Parties will not make any statements
                regarding the content of this settlement agreement concluded between
                the
                Parties to other employees or former employees of Collexis B.V.
                Notwithstanding any provision to the contrary in this Agreement or
                any
                other agreement entered into of even date herewith, Collexis shall
                have
                the sole and exclusive right to make such disclosures of this Agreement,
                the Lock Up Agreement and the Stock Option Agreement as it may determine
                in its sole and absolute discretion to comply with any and all applicable
                United States federal and state securities laws and other disclosure,
                contractual or regulatory
                requirements.

            


    

    


    
      	
              10.

            	
              Collexis’
                Confidential Information.
                Each of the Employee Released Parties, directly and indirectly, shall
                maintain the confidentiality and make no disclosure or use whatsoever
                of
                the trade secrets, operations, technology, financial condition, etc.
                of
                Collexis and any affiliate thereof.


            


    

    


    
      	
              11.

            	
              Non-Competition.
                Each of the Employee Released Parties agrees not to compete, directly
                or
                indirectly, with Collexis or any affiliate thereof in the knowledge
                discovery and search industry for a period of one (1) year from the
                Separation Date. 

            


    

    


    
      	
              12.

            	
              Assignment
                of Rights
                to Collexis of Intellectual Property.
                Each of the Employee Released Parties gives up and assigns to CHI
                any and
                all rights and claims to any and all intellectual property of or
                otherwise
                used by Collexis or any affiliate thereof.


            


    

    


    
      	
              13.

            	
              Permitted
                Separation.
                The termination of the labor contract does not relate to the existence
                of
                any termination restriction as mentioned in Article 7:647,648,670
                and 670a
                BW or any other ban on the termination of the labor
                agreement.

            


    

    


    
      	
              14.

            	
              Termination
                of Collexis’ Legal Proceedings.
                Collexis agrees and agrees to cause its controlled affiliates to
                terminate
                any current legal proceedings it may have brought against any Employee
                Released Party (as defined below) with prejudice.
                

            


    

    


    
      	
              15.

            	
              Termination
                of Employee’s Legal Proceedings.
                Each of the Employee Released Parties agrees to terminate any current
                legal proceedings it may have brought against the Collexis or any
                Collexis
                Released Party with prejudice. 

            


    

    


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    


    
      	
              16.

            	
              Website.
                Included on the Company’s website (www.collexis.com)
                will be the following for a period of two (2) years or longer at
                the
                Company’s sole discretion: “After many consecutive information-sharing
                achievements, the company was established in Europe in 1999, among
                the
                founders were Peter van Praag, Henk Buurman and Glenn
                Nijbroek.”

            


    

    


    
      	
              17.

            	
              Mutual
                Releases.
                

            


    

    


    
      	
            	(a)	
              Definition.
                For purposes of this Agreement, the term “Claim” shall mean any and all
                causes of action, actions, affirmative defenses, defenses, counterclaims,
                judgments, liens, indebtedness, damages, losses, claims, liabilities
                and
                demands of every kind and character, whether known or unknown, liquidated
                or unliquidated, suspected or unsuspected, existing or prospective,
                from
                the beginning of time through and including the Separation
                Date. 

            


    

    


    
      	
            	(b)	
              Employee
                Release. Except for the Stock Option Agreement or as otherwise provided
                in
                this Agreement, as of the Separation Date, Employee, Prinse and Praag’s
                Company hereby and forever release and discharge Collexis and each
                director, officer, employee, consultant, shareholder, parent, subsidiary,
                successor, assign and other affiliate thereof (collectively, the
“Collexis
                Released Parties”) from any and all Claims, including, without limitation,
                any and all such Claims arising out of or related to, Employee’s
                Employment Agreement and any and all rights thereunder or termination
                thereof; any rights or promises made or believed to have been made
                with
                respect to any shares, options or other securities in or issued by
                the
                Collexis Released Parties; and any and all rights, claims or interests
                in,
                or in any way related to, any of the assets or properties of or used
                by
                all or any one of the Collexis Released Parties (the “Employee Release”).
                The foregoing Employee Release shall constitute a complete and general
                release of all such Claims and a covenant not to sue all or any one
                of the
                Collexis Released Parties relating to such Claims. Notwithstanding
                any
                provision of this Agreement to the contrary, but subject to any other
                agreement that may exist between any one of the Employee Released
                Parties
                and any Collexis Released Party with respect to the Van Praag Stock
                Sale
                (as defined below), in no event shall this Employee Release constitute
                a
                release by either Employee or Praag’s Company of Claims for monies (the
                “Purchase Price”) due from the private sale (the “Van Praag Stock Sale”)
                by either of Collexis B.V.’s shares (the “Van Praag Stock”)(which shares
                have since been exchanged for CHI’s common shares via a corporate
                reorganization (the “Exchange”)) to any Collexis Released Party (other
                than Collexis) who is obligated to pay the Purchase Price or such
                person’s
                obligation to pay the Purchase Price in connection with the Van Praag
                Stock Sale. 

            


    

    


    
      	
            	(c)	
              Employer
                Release. Except as otherwise provided in this Agreement, the Stock
                Option
                Agreement or Lock Up Agreement, as of the Separation Date, Collexis
                hereby
                and forever releases and discharges Employee, Prinse and Praag’s Company
                (together, the “Employee Released Parties”) from any and all Claims (the
                “Employer Release”). The foregoing Employer Release shall constitute a
                complete and general release of such Claims and a covenant not to
                sue the
                Employee Released Parties relating to such Claims.

            


    

    


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    


    
      	
            	(d)	
              Informed
                Release. Each Party hereto acknowledges that he or it understands
                the
                significance and potential consequences of the release of unknown
                claims
                and of the specific waiver of his rights
                thereto.

            


    

    


    
      	
            	(e)	
              Covenant
                Not to Sue. Each of Collexis and the Employee Released Parties agree
                that
                it, he or she will never institute any action for suit-at-law nor
                institute, prosecute, or in any way aid in the institution or prosecution
                of any Claim for damages, costs, loss of services, expenses, or
                compensation for or on account of any damage, loss or injury, either
                to
                person or property or both, whether developed or undeveloped, resulting
                to
                or to result, known or unknown, past, present, or future, arising
                out of
                any Claim that has been released under this Release through, but
                not
                succeeding the Separation Date.

            


    

    


    
      	
              18.

            	
              Non-Disparagement.
                Each of Collexis and Employee Released Parties hereby covenants and
                agrees
                to refrain from making any disparaging or derogatory remarks about
                the
                other Party or Parties to this Agreement or any of the persons released
                under Section 17 of this Agreement. Notwithstanding the generality
                of the
                preceding sentence, it is agreed that Collexis will inform its other
                officers and employees of the terms of this nondisparagement provision
                and
                will urge them to abide by it, but that Collexis cannot and does
                not
                undertake responsibility for controlling the speech of other
                persons.

            


    

    


    
      	
              19.

            	
              Employer’s
                Response to Questions.
                Nothing contained herein will be deemed in any way to limit or restrict
                Employer from factually responding, without disparaging or derogatory
                remarks, to questions from third parties regarding the terms of Employee’s
                employment or the Separation or the
                Resignations.

            


    

    


    
      	
              20.

            	
              Employee’s
                Response to Questions.
                If, but only if, any inquiry is made regarding the financial condition
                or
                business practices of Collexis or any affiliate thereof, each of
                the
                Employee Released Parties, as the case may be, will respond to the
                effect
                that the financial condition and business practices thereof are not
                related to the Separation, and any inquiry regarding such financial
                condition or business practice should be addressed to CHI, and neither
                of
                the Employee Released Parties will not comment
                further.

            


    

    


    [Agreement
      continued on next page]

     

    

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    


    This
      agreement will be governed by the laws of the State of South Carolina, USA.
      Each
      Party hereto agrees that it will not bring any suit, action, or other proceeding
      to enforce the provisions of this Agreement in any court other than the state
      court situated in Richland County, South Carolina, USA, or if such court does
      not have jurisdiction with respect to such proceeding, the federal court sitting
      in or nearest to Columbia, South Carolina, USA. Each Party hereto irrevocably
      and unconditionally submits to the exclusive jurisdiction of any such state
      or
      federal court over any such proceeding and agrees that it will not attempt
      to
      deny or defeat personal jurisdiction by motion or other request for leave from
      any such court. Each Party irrevocably and unconditionally waives any objection
      to the laying of venue of any such suit, action or proceeding brought in any
      such court and any claim that any such suit, action, proceeding has been brought
      in an inconvenient forum.

     

    This
      Agreement may be duly executed by facsimile and in any number of counterparts,
      each of which shall be deemed an original, and all of which together shall
      be
      deemed to constitute one and the same instrument. Signature pages from separate
      identical counterparts may be combined with the same effect as if the parties
      signing such signature page had signed the same counterpart. This Agreement
      may
      be modified or waived only by a separate writing signed by each of the parties
      hereto expressly so modifying or waiving such agreement.

     

    Agreed
      on
      July 31, 2008

     

    
      	
              CHI

            	 	
              VAN
                PRAAG INFORMATISERING B.V.

            
	 	 	 	 	 
	
              Collexis
                Holdings, Inc.

            	 	 	 
	 	 	 	 	 
	
              By:

            	/s/ William
              D. Kirkland	 	
              By:

            	/s/
Peter
              van Praag
	
              William
                D. Kirkland

            	 	 	
              Peter
                van Praag

            
	
              President
                and CEO

            	 	 	
              Its
                sole officer, managing director, owner and authorized
                officer

            
	 	 	 	 	 
	 	 	 	
              EMPLOYEE:

            
	 	 	 	
              /s/
Peter
                van Praag

            
	 	 	 	
              Peter
                van Praag, Individually

            
	 	 	 	 
	 	 	 	
              PRINSE:

            
	 	 	 	
              
                
                  /s/
Anna
                    Adriana Wilhelmina
                    Prinse

                

              

            
	 	 	 	
              Anna
                Adriana Wilhelmina Prinse,
                Individually

            


    

    


    
      
        
        

      

      
        7